ARTICLES OF ASSOCIATION
For
VESTJYSK BANK A/S
Company reg. no. 34 63 13 28
CONTENTS
1. NAME………………………………………………………………………………………………………………………… 1
2. REGISTERED OFFICE……………………………………………………………………………………………… 1
3. OBJECT……………………………………………………………………………………………………………………… 1
4. CAPITAL…………………………………………………………………………………………………………………… 2
5. SHARES…………………………………………………………………………………………………………………… 2
6. MANAGEMENT OF THE BANK………………………………………………………………………………… 2
7. HOLDING, LOCATION AND CONVENING OF GENERAL MEETING………………………… 3
8. GENERAL MEETING, AGENDA………………………………………………………………………………… 4
9. GENERAL MEETING, VOTING RIGHTS AND RESOLUTIONS…………………………………… 4
10. COMMITTEE OF SHAREHOLDERS…………………………………………………………………………… 6
11. BOARD OF DIRECTORS…………………………………………………………………………………………… 7
12. MANAGEMENT………………………………………………………………………………………………………… 8
13. POWER TO BIND THE COMPANY…………………………………………………………………………… 8
14. AUDIT……………………………………………………………………………………………………………………… 8
15. FINANCIAL YEAR AND APPLICATION OF PROFIT…………………………………………………… 9
ARTICLES OF ASSOCIATION
1. NAME
1.1 The name of the bank is Vestjysk Bank A/S
1.2 The bank also carries on business under the following secondary names:
- A/S Nordvestbank (Vestjysk Bank A/S)
- Holstebro Landmandsbank A/S (Vestjysk Bank A/S)
- Lemvig Bank A/S (Vestjysk Bank A/S)
- Lemvig Folkebank A/S (Vestjysk Bank A/S)
- Lokalbank Vestjylland A/S (Vestjysk Bank A/S)
- Vestbank A/S (Vestjysk Bank A/S)
- Vestjysk Leasing A/S (Vestjysk Bank A/S)
- Vestjysk Lokalbank A/S
- NV-Finans A/S (Vestjysk Bank A/S)
- VJ-Finans A/S (Vestjysk Bank A/S)
- Vestjysk Finans A/S (Vestjysk Bank A/S)
- Nordvest Finans A/S (Vestjysk Bank A/S)
- VB-Finans A/S (Vestjysk Bank A/S)
- nv finans A/S (Vestjysk Bank A/S)
- Vestjysk Bolig A/S (Vestjysk Bank A/S)
- NV-Ejendom A/S (Vestjysk Bank A/S)
2. REGISTERED OFFICE
2.1 The registered office of the bank is situated in the Municipality of Lemvig
3. OBJECT
3.1 The object of the bank is to carry on banking activities.
3.2 The bank may, however, carry on other business to ensure or settle
previously
established commitments and with a view to participating in the restructuring of
commercial enterprises.
3.3 The bank may carry on other business that is incidental or conducive to the
attainment of
the said object.
3.4 The bank may carry on other financial business through subsidiaries.
4. CAPITAL
4.1 The share capital of the bank is DKK 86,000,000 distributed on shares of DKK
10 or
multiples thereof.
5. SHARES
5.1 The shares shall be registered in the name of the holder and shal be
registered in the
bank's share register. The shares shall be registered at the Danish Securities
Centre.
5.2 In order to be valid vis-à-vis the bank, share transfers shall be registered
by the bank.
Registration in the name of the holder in the share register shall be
conditional upon the
bank having received notification about registration from the Danish Securities
Centre.
The bank does not guarantee the correctness of the notifications received from
the
Danish Securities Centre.
5.3 The shares shall be negotiable instruments. No shareholder shall be
obligated to let his
shares be redeemed in whole or in part.
5.4 No shares shall special rights.
6. MANAGEMENT OF THE BANK
6.1 The bank's business shall be discharged by:
The General meeting
The committee of shareholders
The board of directors
The management
7 HOLDING; LOCATION AND CONVENING OF GENERAL MEETING
7.1 The annual general meeting will be held each year in February or March in
the district of
Central Jutland.
7.2 An extraordinary general meeting shall be held when deemed appropriate by
the
committee as shareholders, the board of directors or the auditors. An
extraordinary
general meeting for consideration of a specified subject shall be convened not
later than
2 weeks after a written request is submitted by shareholders owning at least
1/10 of the
share capital.
7.3 A chairman nominated by the board of directors shall preside over the
general meeting.
7.4 The chairman shall preside over the general meeting and shall settle all
matters relating
to the transaction of business and the voting procedure.
7.5 General meetings shall be convened by the board of directors by insertion of
a notice in
one national newspaper and one or more local newspapers as decided by the board
of
directors. General meetings shall also be called in writing to any registered
shareholder
who has requested a written notice.
7.6 The bank and the individual shareholder may agree to communicate
electronically by e-
mail, via the bank's homepage or other electronic form of communication. For
further
information on this subject, reference is made to the bank's webside:
www.vestjyskbank.dk.
7.7 General meetings shall be convened at not more than 4 weeks' and not less
than 8 days'
notice. The notice convening such a general meeting shall include the agenda of
the
meeting.
7.8 No later than eight days prior to a general meeting, the agenda and the
complete text of
the proposals intended for consideration at the general meeting shall be
available for
inspection by the shareholders at the bank's offices. In addition, when an
annual general
meeting is to be held, the audited annual report, including any group accounts,
shall also
be presented. At the same time, the material referred to above shall be sent to
any
shareholder who has requested it.
7.9 The press shall have access to the general meetings.
7.10 The board of directors may, when it is considered to be technically secure,
decide to offer
the shareholders electronic participation in general meetings, which are at the
same time
attended physically. The shareholders may in this way electronically participate
in,
express their opinions and vote at the general meeting. If the board of
directors decides
to go ahead with the above, further information may be found on the bank's
website:
www.vestjyskbank.dk
Shareholders wanting to participate electronically in the general meeting must,
prior to
this, submit any questions on the agenda or other material for use at the
general
meeting so that the questions are received by the bank not later than 5 days
prior to the
general meeting.
8. GENERAL MEETING, AGENDA
8.1 The agenda of the ordinary general meeting shall include:
1. Oral report by the board of directors on the bank's activities in the
preceding
year.
2. Presentation of audited annual report for adoption.
3. Resolution on application of profit or covering of loss according to the
adobted
annual report.
4. Election of members to the committee of shareholders.
5. Election of auditor(s).
6. Any proposals by the board of directors or shareholders.
8.2 Each shareholder shall be entitled to have a certain matter considered at
the general
meeting if it has been submitted in writing to the chairman of the board of
directors of
the bank before 15 January.
9. GENERAL MEETING, VOTING RIGHTS AND RESOLUTIONS
9.1 Each shareholder shall be entitled to attend the general meeting having
obtained an
admittance card not later than 3 business days before such meeting. For
shareholders
whose shares are not registered in their name in the share register, an
admittance card
shall be issued upon presentation of a deposit slip not more than 5 days old
from the
Danis Securities C entre or the depository bank (place of deposit) as
documentation for
the shareholding. The slip shall be accompanied by a written declaration from
the
shareholder that the shares have not or will not be transferred to another party
before
the date of the general meeting.
9.2 Each commenced share amount of DKK 500 shall carry 1 vote. No shareholder
shall be
entitled, by himself/herself or by proxy, to vote on behalf of more than 3% of
the share
capital.
9.3 Each shareholder shall be entitled to attend the general meeting by prosy or
attend
together with an adviser. The proxy shall prove his right to participate in the
general
meeting by resenting the admittance card and a written and dated power of
attorney.
Power of attorney cannot be granted for more than 12 months. However, power of
attorney for the board of directors can be granted for a specific general
meeting with a
pre-announced agenda.
9.4 Shareholders who have had their shares registered in the share register
shall be entitled
to vote at the general meeting.
9.5 Shareholders who have acquired shares by transfer shall not be entitled to
exercise their
voting right in respect of the relevant shares at a general meeting that has
been
convened unless the shares have been registered in the share register or the
shareholder
has been given notification of and documented his acquisition.
9.6 All resolutions at general meetings shal be passed by a simple majority of
votes unless
the legislation or the articles of association contain stricter requirements.
9.7 A written vote shall take place when requested by a shareholder.
9.8 In the event of a parity of votes, an election shall be decided by drawing
lots.
9.9 Resolutions to amend the articles of association or dissolve the bank shall
only be valid if
at least half of the share capital is represented at the general meeting and the
proposal
is adopted by at least 2/3 of the votes cast and of the voting stock represented
at the
general meeting.
In half of the share capital is not represented at the general meeting but the
proposal
has been adopted by 2/3 of the votes cast and of the share capital represented
at the
general meeting, the board of directors shall, within 14 days, convene a new
general
meeting at which the proposal may e adopted by 2/3 of the votes cast without any
regard to the size of capital represented.
Amendments to the articles of association proposed by the board of directors or
the
committee of shareholders shall not require representation of half of the share
capital.
9.10 Amendments and additions that may be required by authorities in accordance
with the
law as a condition for approval or registration of amendments to the articles of
associa-
tion may be made by the board of directors without approval by the general
meeting.
10. COMMITTEE OF SHAREHOLDERS
10.1 The general meeting shall elect a committee of shareholders to perform the
tasks stated
in article 10.6.
10.2 The size of the committee of shareholders shall be determined by the
general meeting
upon recommendation of the board of directors. However, the number of committee
members shall not exceed 56.
10.3 The members of the committee of shareholders shall be elected for 3 years
at a time.
Members may be re-elected.
Immediately after the ordinary general meeting the committee of shareholders
shall elect
a chairman and a deputy chairman from among their members by a simple majority
of
votes.
10.4 Only shareholders who fulfil the statutory conditions regarding suitability
and integrity for
members of the board of directors of a bank shall be eligible for election.
10.5 Members of the committee of shareholders shall resign at the first ordinary
general
meeting after they have reached the age of 67.
10.6 The tasks to be performed by the committee of shareholders shall be as
follows:
1. To elect members to be board of directors (cf. article 11.1)
2. To contribute to the prosperity of the bank and to assist the board of
directors
and the management in their work for the bank, for example by procuring any
requested information.
3. To determine the fees for the board members
10.7 The committee of shareholders shall not verify the correctness of the
annual report nor
sign it.
10.8 The committee of shareholders shall meet when deemed necessary by the
chairman and
when requested by the board of directors, the management or at least 1/5 of the
mem-
bers of the committee of shareholders.
A meeting shall be held at least once every 6 months. The chairman shall ensure
that all
members are invited.
10.9 The chairman - or in his absence - the deputy chairman shall preside over
the meet-ings
and shall ensure that any decisions are recorded in the minute book.
10.10 At the biannual meetings, a report on the activities of the bank during
the preceding six
months shall be presented, and the latest announcement of financiel results
shall be re-
viewed.
10.11 The committee of shareholders shall constitute a quorum when more than
half of all
members are present at a meeting. Proposals considered by the committee of
share-
holders shall be adopted by a simple majority of votes. In the event of a parity
of votes,
the chairman - or in his absence - the deputy chairman shall have the casting
vote.
10.12 The general meeting may decide that the members of the committee of
shareholders
shall receive a fee for their work. The size of such fee shall be decided at the
ordinary
general meeting.
11. BOARD OF DIRECTORS
11.1 The board of directors shall consist of not fewer than 4 and not more than
8 members to
be elected by and from among the members of the committee of shareholders. Board
members shall be elected for 3 years at a time. Board members may be re-elected.
In addition, the employees of the bank may be entitled to elect employee
representa-
tives in pursuance of the relevant provisions of the Danish Companies Act.
11.2 The board of directors shall elect its chairman and deputy chairman.
11.3 If a board member resigns from the committee of shareholders, the board
member in
question shall at the same time resign from the board.
11.4 Board members shall resign at the first ordinary general meeting after they
have reached
the age of 67.
11.5 If the number of board members, in case of vacancy, is permanently reduced
to fewer
than 4, the committee of shareholders shall immediately increase the number of
board
members to at least 4
11.6 The board of directors shall lay down rules of procedure governing the
discharge of its
duties.
11.7 The board of directors shall constitute a Quorum when more than half of the
board
members are present at a board meeting. Proposals considered by the board of
directors
shall be adopted by a simple majority of votes. In the event of a parity of
votes, the
chairman shall have the casting vote.
11.8 Minutes of the proceedings at board meetings shall be recorded in a minute
book; such
minutes to be signed by all board members.
11.9 The board of directors may grant joint power of procuration.
12. MANAGEMENT
12.1 The board of directors shall appoint a management board consisting of 1-3
managers to
be responsible for the day-to-day management of the bank.
12.2 The management board shall participate in meetings of the committee of
shareholders
and the board of directors but shall not be entitled to vote.
13. POWER TO BIND THE COMPANY
13.1 The bank shall be bound in legal transactions by the signature(s) of:
1. The chairman or the deputy chairman together with another board member.
2. A board member together with a manager.
3. Two managers jointly.
4. The entire board of directors.
14. AUDIT
14.1 Subject to the legislation in force at any time, the audit shall be carried
out by one or
two auditors, of whom at least one shall be a state-authorised public
accountant. Audi-
tors may be re-elected.
15. FINANCIAL YEAR AND ALLOCATION OF PROFIT
15.1 The financial year of the bank is the calendar year.
15.2 Upon recommendation of the board of directors, the general meeting shall
pass a reso-
lution on the allocation of any profit after the bank has made any
appropriations neces-
sary in view of the financial position of the bank.
15.3 The annual dividend shall be distributed through the Danish Securities
Centre.
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Thus amended by the Board of Directors in conjunction with the enforcement of
the capital reduction as resolved at the annual general meeting on 7 March 2007
and the resolution of the merger with Vestjysk Bolig A/S.
Lemvig, 13 June 2007
